Julian Nebreda
About Julian Nebreda
Julian Nebreda, age 58, has served as President and Chief Executive Officer of Fluence since September 1, 2022 and as a director since September 2021. He holds a law degree from Universidad Católica Andrés Bello and two LL.M. degrees from Georgetown University (Common Law; Securities and Financial Regulation) . Under his tenure, FY2024 delivered record revenue of approximately $2.7 billion, GAAP gross margin expansion to ~12.6% (from ~6.4% in FY2023), net income of ~$30.4 million (vs. FY2023 net loss ~$104.8 million), and Adjusted EBITDA of ~$78.1 million (vs. FY2023 ~$-61.4 million) . Pay-versus-performance disclosures show Fluence TSR values of 41.69 (FY2022), 65.69 (FY2023), and 64.89 (FY2024) (index value from $100 initial investment at IPO) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The AES Corporation | EVP & President, US & Global Business Lines | Jan 2022–Aug 2022 | Led US renewables growth and robust supply chain strategies |
| AES | President, South America SBU | Oct 2018–Jan 2022 | Regional leadership across South America |
| AES | President, Brazil SBU | Apr 2016–Oct 2018 | Country-level leadership in Brazil |
| AES | President, Europe SBU | 2009–Apr 2016 | Regional leadership across Europe |
| AES (earlier) | Senior positions | 2005–2009 | Various senior roles driving energy initiatives |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AES Andes S.A. | Chairman of the Board | Prior service | Public company in Chile |
| AES Brasil Energia, S.A. | Chairman of the Board | Prior service | Public company in Brazil |
| IPALCO Enterprises, Inc. | Director | Feb 2018–Apr 2019 | Utility holding company |
| The Dayton Power & Light Company | Director | Mar 2018–May 2019 | Utility subsidiary |
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $600,000 | $935,000 (+55.8%) | Board cited company growth and first positive Adjusted EBITDA in Q4 FY2023 as rationale |
| Target Bonus (% of Salary) | 100% | 115% | CEO target AIP set by Board |
| Target Bonus ($) | $600,000 | $1,075,250 | Based on base salary and target % |
| Actual AIP Payout ($) | $1,110,522 | $1,437,754 | FY2024 payout equaled 134% of target |
Performance Compensation
FY2024 Annual Incentive Plan (AIP)
| Metric | Weight | Target | Actual | Payout % |
|---|---|---|---|---|
| Revenue | 15% | $3.0B | $2.699B | 0% (below threshold) |
| Adjusted EBITDA | 25% | $65.0M | $78.1M | 182% |
| Order Intake Margin EAC | 20% | $593.0M | $604.0M | 119% |
| Free Cash Flow | 5% | $(158.0)M | $71.6M | 200% |
| Safety (gated) | 5% | Walks 250/m; Training 90%; DART 1.0; 0 fatalities | Walks 349/m; Training 97%; DART 0; 0 fatalities | 200% |
| Talent Index | 5% | Score 3/5 | Score 3.28/5 | 125% |
| CEO Individual Strategic KPIs | 25% | 100% | Above target | 153% |
CEO FY2024 AIP totaled $1,437,754, equal to 134% of target, reflecting above-target aggregate performance .
FY2024–FY2025 PSUs (vest Sept 30, 2026)
| PSU Metric | Weight | Definition | Payout Range |
|---|---|---|---|
| Cumulative Adjusted EBITDA | 65% | Two-year cumulative Adjusted EBITDA FY2024–FY2025 | 0%–200% (threshold/target/max) |
| Cumulative Revenue | 35% | Two-year cumulative revenue FY2024–FY2025 | 0%–200% (threshold/target/max) |
2024 LTI mix: 40% PSUs, 40% RSUs, 20% NQSOs for executives ; CEO FY2024 LTI grant-date value ~$4.25M (market median) .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (as of Sept 30, 2024)
| Holding | Quantity | Vesting/Terms | Market/Strike |
|---|---|---|---|
| Class A shares (beneficially owned) | 118,174 | N/A | N/A |
| Options exercisable within 60 days | 21,219 | Various legacy grants | Strike per award |
| FY2024 RSUs (grant 12/8/2023) | 78,432 | Vest 1/3 on Dec 8, 2024/2025/2026 | Market value $1,781,191 (at $22.71) |
| Legacy RSUs (vest 9/1/2025) | 46,219 | Single vesting date Sept 1, 2025 | Market value $1,049,633 |
| FY2024 PSUs (target) | 78,432 | Cliff vest Sept 30, 2026 (service condition) | Market value $1,781,191 (target) |
| FY2024 NQSOs | 63,657 | Vest 1/3 annually on grant anniversary | Strike $21.93; expire 12/8/2033 |
Additional ownership/award activity in FY2024: 46,219 shares acquired on RSU vesting; no option exercises disclosed for CEO in FY2024 .
Stock ownership and trading policies:
- Executive stock ownership guideline: CEO 5x base salary; sales limited to tax/option exercise needs or Rule 10b5-1 plans .
- Anti-hedging and anti-pledging policies prohibit hedging and pledging of company stock; margin accounts not permitted .
Say-on-pay support: ~98% approval at the March 2024 annual meeting .
Employment Terms
At-will and Offer Letters
Executives (including CEO) are employed at-will under offer letters; no separate employment contracts .
Executive Severance Plan (ESP) – CEO Provisions
| Scenario | Cash Severance | Benefits | Outplacement | Bonus | Equity Treatment |
|---|---|---|---|---|---|
| Qualifying Termination (outside CIC) | 150% of base salary, paid over 18 months | 18 months coverage | $50,000 | Accrued bonuses + pro-rated target AIP | Pro-rated vesting of time-based awards (>1 year old); pro-rated PSUs if termination in final 6 months of performance period at target |
| Qualifying Termination (during CIC period) | 200% of base salary + target bonus, lump sum | 18 months coverage | $50,000 | Accrued bonuses + pro-rated target AIP | If no “replacement awards,” full acceleration at target; otherwise double-trigger full acceleration at termination |
| Death/Disability | N/A | N/A | N/A | Target AIP (pro-rated where applicable) | Full acceleration; PSUs vest at target if performance period not completed |
| Retirement (retirement-eligible) | N/A | N/A | N/A | AIP earned based on actual scorecard results, pro-rated if applicable | Pro-rated vesting of RSUs/NQSOs; PSUs service condition deemed satisfied, performance earned pro-rata based on actuals |
Excise tax policy: No tax gross-ups; “best-net” cutback applies if Section 4999 excise taxes would otherwise apply .
Clawback policies: SEC-compliant clawback for Section 16 officers and additional internal clawback for broader executives; restatement-triggered recoupment and survival post-separation .
Board Governance
- Director since 2021; only management representative on the Board, providing perspective on business and strategy .
- Committee membership: Finance and Investment Committee member .
- Board leadership: Independent Chair (Herman Bulls); separation of Chair and CEO roles facilitates oversight and information flow .
- Controlled company: Fluence qualifies and relies on Nasdaq controlled company exemptions; AES and Siemens (Continuing Equity Owners) collectively control director elections and retain nomination rights under the Stockholders Agreement .
- Meetings and attendance: FY2024 Board met 9x; all incumbents attended ≥75% of Board and committee meetings except Emma Falck .
- Executive sessions: Non-management and independent directors hold regular executive sessions .
Director compensation: CEO receives no additional pay for Board service; independent director retainer and equity awards detailed separately in proxy .
Compensation Structure Analysis
- Pay mix emphasizes variable pay: ~85% of CEO’s FY2024 target compensation is variable/at-risk (AIP + LTI) .
- Shift to PSUs and options: FY2024 introduced annual LTI program (40% PSUs, 40% RSUs, 20% NQSOs), increasing performance linkage and stock price alignment .
- Peer group benchmarking: 2024 peer group of 16 companies (median revenue ~$2.0B; median market cap $3.6B) used to align CEO LTI ($4.25M) at market median .
- Governance enhancements: Strong anti-hedging/pledging, clawbacks, stock ownership requirements, and no tax gross-ups .
Director Compensation (for completeness)
Independent director fees increased effective FY2025 (annual director fee $90,000; Chair $85,000; committee chair fees) and RSU annual grants of $175,000 vesting after one year; Finance & Investment committee chair receives no additional fee .
Performance & Track Record Highlights
- FY2024 financial outcomes: Revenue ~$2.7B; Adjusted EBITDA ~$78.1M; net income ~$30.4M; margin expansion to ~12.6% .
- FY2023 foundation: Revenue $2.2B; adjusted gross profit $146.9M; net loss narrowed; operational efficiencies and digital expansion .
- TSR: Pay-versus-performance TSR index values: FY2022 41.69, FY2023 65.69, FY2024 64.89 .
Equity Ownership & Alignment Details
- Security ownership table shows CEO beneficial ownership of 118,174 Class A shares; options exercisable within 60 days total 21,219 .
- Outstanding awards table shows vesting and market values; RSUs/PSUs are significant components with pro-rata or accelerated vesting under defined scenarios .
Related Party Considerations
- The Stockholders Agreement grants AES and Siemens nomination rights and certain consent rights; Fluence engages in ordinary-course transactions with AES/Siemens affiliates (e.g., sales, services); receivables and payables disclosed .
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay support ~98%, affirming the pay-for-performance design .
Expertise & Qualifications
- Extensive global leadership in energy across Europe, Brazil, and South America; renewables growth and supply chain strategy experience; advanced legal training (Georgetown LL.M.s) .
Compensation Committee & Consultant
- Compensation & Human Resources Committee composition includes independent and non-independent members (controlled company exemptions); Pay Governance LLC engaged as independent consultant; no conflicts identified .
Investment Implications
- Alignment: High variable pay and PSU weight tie CEO compensation to multi-year profitability and growth; ownership policy and anti-hedging/pledging strengthen shareholder alignment .
- Retention/supply of shares: Upcoming RSU/option tranches and PSU cliff in 2026 could create periodic selling to cover taxes or exercises; sales are constrained by policy and potential 10b5-1 plans; monitor vesting dates and Form 4 disclosures for selling pressure signals .
- Governance risk mitigants: Independent Chair, robust clawback, and clear CIC double-trigger vesting terms reduce governance and severance risk; however, controlled company status and founder consent rights can limit minority shareholder influence .
- Performance linkage: FY2024 overachievement drove above-target AIP; PSU design (Adj. EBITDA 65%, revenue 35%) focuses on profitable growth over FY2024–FY2025, with service vest through FY2026, reinforcing medium-term execution focus .
Notes on Data Gaps
- Insider trading plans/transactions: CEO Board policy allows Rule 10b5-1 plans; specific Form 4 transactions for the last 24 months were not included in proxy and were not found in company 8-Ks/press releases. Consider reviewing SEC Form 4 filings to quantify any selling/purchasing activity and 10b5-1 adoptions (not in the documents cited above) .
Performance Compensation – Detailed Tables
CEO FY2024 AIP Component Summary
| Component | Weight | Dollar Contribution |
|---|---|---|
| Corporate Scorecard | 60% | $744,245 |
| ELT Shared KPIs | 15% | $282,253 |
| Individual Strategic KPIs | 25% | $411,256 |
| Total | 100% | $1,437,754 (134% of target) |
CEO FY2024 LTI Grants
| Instrument | Shares/Options | Terms |
|---|---|---|
| RSUs | 78,432 | Vest 1/3 annually Dec 8, 2024/2025/2026 |
| PSUs (target) | 78,432 | Performance FY2024–FY2025; service vest Sept 30, 2026 |
| NQSOs | 63,657 | Strike $21.93; 1/3 annual vest; expire 12/8/2033 |
Multi-Year CEO Summary Compensation
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | AIP ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 851,250 | 3,440,028 | 860,006 | 1,437,754 | 18,750 | 6,607,788 |
| 2023 | 600,000 | — | — | 1,110,522 | 14,250 | 1,774,772 |
| 2022 | 50,000 | 2,500,004 | — | — | — | 2,550,004 |
Investment Implications
- Strong pay-performance alignment with measurable financial metrics (Adj. EBITDA, revenue) and above-target execution in FY2024 underpins incentive payouts, signaling management confidence in profitable growth trajectories .
- Upcoming vesting schedules (RSUs/NQSOs each year; PSU cliff in 2026) may create episodic liquidity needs (tax and exercise), potentially leading to planned sales; monitor Form 4 filings and any disclosed Rule 10b5-1 plans to assess selling pressure and timing .
- Governance structure balances an independent Chair and robust clawbacks against controlled company status and founder consent rights; investors should weigh strategic benefits of founders’ support versus reduced minority protection .
- CEO is retirement-eligible, which provides pro-rata equity vesting on retirement and reduces forfeiture risk; retention should be viewed through performance-linked PSU outcomes and ongoing strategic milestones (manufacturing ramp, digital expansion) .